"Star Wars: Episode II - Attack of the Clones" is better than the 1999 prequel, "Episode I - The Phantom Menace." Anything had to be. But Lucas, as writer-director-czar, still fails to recapture the fun and adventure that infused the original trilogy.

A bigger disappointment, though, is how derivative the movie is. Once hailed as the creative genius of our generation, Lucas has been copied so many times, he now seems obsolete, and ends up copying from himself.

As in 1980's "The Empire Strikes Back" - the best film in the series - "Clones" features an asteroid storm, lumbering mechanical contraptions, and a key character who loses a limb in a light saber duel.

But Lucas also steals identifiable, sometimes iconic imagery from at least a half-dozen other movies: the nightmarish cityscape of "Blade Runner"; the Coliseum showdown of "Gladiator"; the robotic gadgetry of "Robocop"; the open helicopter flight of "Apocalypse Now" and "Platoon"; and a conveyor belt sequence straight out of "Indiana Jones and the Temple of Doom."

The premise is basically just "The Bodyguard," with light sabers. Senator Padme Amidala (Natalie Portman), former child queen of Naboo, is the target of an assassination attempt, and Jedi-in-training Anakin Skywalker (Hayden Christensen), who's loved her from afar for the past decade, is assigned to protect her.

Meanwhile, Anakin's mentor, Obi-Wan Kenobi (Ewan McGregor), searches for her attacker and discovers the development of an army of clones; this is where the story loses focus. Eventually, he reteams with Anakin and Amidala to fight Count Dooku (Christopher Lee), a former Jedi knight who's turned evil and wants to take over the galaxy because ... who knows? He just does. That's how indiscernible the plot and motivations are.

"Clones" samples almost as obviously as "Shrek," but not to the point of parody like "Scary Movie." Lucas does it often enough, though, that it makes me wonder whether he recognized the popularity of those movies and wanted a bit of the same.

Such pop culture amalgamations have become enormously successful because they give us what we already know; they make us feel comfortable because we're in on the joke. With "Phantom Menace," Lucas created a truly original world, and he was universally derided for it (even though the movie made $431 million).

He'll deny it, but he clearly listened to the complaints about "Phantom Menace" and adapted to please the audience for "Clones." Jar Jar Binks was annoying and we saw too much of him last time; here, he's been toned down and only appears in a few scenes. Amidala's Kabuki makeup and Vegas showgirl-style headdresses were too distracting; here, her look is pretty and feminine. Conspicuously, she's also lost the faux British accent she spoke with as queen; now, she giggles like a schoolgirl when she talks about a boy she had a crush on, with "dark curly hair and dreamy eyes."

But Portman and Christensen are so bland together, they're the Britney Spears and Justin Timberlake of a long time ago in a galaxy far, far away - good-looking and powerful, but torn by their individual ambitions. Their love scenes are so devoid of romantic sparks, you'd never know that their coupling in Episode III produces Luke Skywalker and Princess Leia.

The all-digital effects of "Clones" are just as ineffective; the backgrounds look like the cartoons that they are. A scene in which Amidala and Anakin frolic in a meadow has such a hyperreal pastoral quality, it looks like a commercial for a feminine hygiene product. The special effects from the original "Star Wars" may seem cheesy 25 years later, but they had a charm and a substance that's missing here.

The digital technology does allow for a miraculous scene involving a surprisingly agile Yoda; it's one of the few bright spots in an otherwise lifeless film. Other bright spots are unintentional - they're the result of laugh-out-loud bad dialogue.

A protracted battle scene toward the end between clones and droids is especially draggy; it's no fun watching mechanical soldiers zapping each other with lasers. A reddish dust that swirls around them makes it impossible to tell who's shooting whom; maybe that's Lucas' point, but it renders the scene inaccessible.

"Star Wars" geeks, however, will be happy to see a few key pieces of the saga fitting into place: the initial stirrings of anger that will turn Anakin into Darth Vader; the origin of bounty hunter Boba Fett; the first appearance of Luke Skywalker's Uncle Owen and Aunt Beru.

As Obi-Wan, McGregor truly comes into his own this time, practically channeling Alec Guinness in his demeanor and the cadence of his speech.

And, admittedly, the ritual itself holds some allure. It's still a rush to sit in a packed theater (equipped with THX, naturally) when that first blast of John Williams' fanfare sounds. Then you have to endure the rest of the movie.